Sorainen has successfully defended Nasdaq CSD SE in a dispute brought by AS Grindeks concerning the recovery of shareholder dividends.
According to Sorainen, the case marks a significant precedent in Latvia, being the first in which the courts comprehensively analyzed the legal status of the initial shareholder register and the central depository’s role under the Financial Instrument Market Law. The dispute stemmed from Grindeks’ 2020 decision to delist from the Nasdaq Riga stock exchange and a subsequent 2021 conversion of bearer shares into registered shares. Some shareholders’ securities remained in Nasdaq CSD’s initial register, a legacy list tracking shares acquired during privatization. Grindeks sought both the disclosure of that register and the return of dividends held by Nasdaq CSD.
Moreover, Sorainen reports that Nasdaq CSD rejected the claim, maintaining that the funds belonged to individual shareholders, not the issuer, and were held in trust pursuant to FIML. The courts sided entirely with Nasdaq CSD. Both the first and second instance courts ruled that dividends transferred to the central depository are no longer company assets but the property of shareholders. In April 2025, the Supreme Court rejected Grindeks’ cassation appeal, affirming that the issuer’s obligations had been fulfilled once the dividends were transferred to Nasdaq CSD.
The Sorainen team included Partners Rudolfs Engelis and Andris Taurins.
